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Series LLC vs multiple LLCs for real estate portfolio — worth it?

Started by REInvestor_TX · Nov 15, 2024 · 11 replies
For informational purposes only. Not legal advice.
RT
REInvestor_TX OP

I have 6 rental properties in Texas. Currently they're all in one LLC. My CPA says I should separate them for liability protection — if someone gets hurt at property A, they can't go after properties B through F.

He suggested a Series LLC where I can create a new "series" for each property under one master LLC. But when I googled it, I found a lot of warnings about banks not understanding them, title companies rejecting them, etc.

Is the Series LLC actually a good structure, or should I just form 6 separate LLCs?

RE
RE_Attorney_Austin Attorney

Texas attorney who does a lot of real estate entity work. Series LLCs are legitimate in Texas — we were one of the first states to authorize them (2009). The liability shield between series is real if you maintain proper separation.

That said, here are the practical issues:

  • Banking: Many banks won't open accounts for individual series. You often end up with one account for the master LLC, which undermines the separation you're trying to create.
  • Insurance: Some insurers won't write policies for series LLCs or charge more.
  • Out-of-state recognition: If you have properties in other states, those states may not recognize the series structure.
  • Refinancing/selling: Title companies and lenders are more comfortable with traditional LLCs.
RT
REInvestor_TX OP

All properties are in Texas, so the out-of-state issue doesn't apply. What about the cost comparison?

My CPA said Series LLC = one $300 filing fee vs six LLCs = six $300 fees = $1,800. Plus annual reports, registered agent fees, etc.

RE
RE_Attorney_Austin Attorney

That's the main selling point and it's real. In Texas:

  • Series LLC: $300 formation + no annual report (Texas doesn't require them)
  • 6 separate LLCs: $1,800 formation + no annual reports

But consider: one Series LLC needs one operating agreement that covers all series, properly drafted. That legal cost is often similar to forming multiple simple LLCs. And if you ever want to sell one property, conveying a series interest is more complicated than selling LLC membership interests.

WY
Wyoming_LLC_Fan

Why not form a Wyoming holding LLC that owns 6 Texas LLCs (one per property)? Wyoming has no state income tax, best asset protection laws, and $100 annual fee per LLC. Texas will still want its franchise tax but Wyoming charging orders are much stronger.

RE
RE_Attorney_Austin Attorney

@Wyoming_LLC_Fan — that structure adds complexity without clear benefit here. The properties are in Texas, so Texas law governs the real estate liability anyway. Wyoming's charging order protection helps if someone sues you personally and tries to reach your LLC interest, but for the "slip and fall at Property A shouldn't reach Property B" scenario, you need separate entities at the property level, which could be Texas LLCs.

Adding a Wyoming holding company just means more filings, registered agents in two states, and potential questions from Texas about whether the Wyoming entity should register as a foreign LLC.

PM
PropertyMgr_Dallas

Property manager here, not a lawyer. Practical note: I've worked with clients who have Series LLCs and some title companies will only work with the master LLC, not individual series. This came up during a refinance last year — client had to deed the property from Series 3 to the Master LLC to close the loan, which defeated the whole purpose.

The separate LLC clients have never had this issue.

RT
REInvestor_TX OP

That refinance issue is exactly what I was worried about. I'm planning to do cash-out refis on 2-3 of these properties in the next year.

RE
RE_Attorney_Austin Attorney

If you're planning to refinance soon, I'd lean toward separate LLCs. The extra formation cost is one-time, and you avoid potential headaches with lenders.

One middle-ground option: form a holding LLC that owns the 6 property LLCs. The holding LLC provides a second layer of protection and makes estate planning easier. But each property LLC is a traditional entity that lenders/title companies recognize.

RT
REInvestor_TX OP

UPDATE: Decided to go with separate Texas LLCs for each property. Yes, it costs more upfront, but the refinancing flexibility is worth it. Forming them now with a holding LLC structure as suggested.

Thanks everyone for the reality check on Series LLCs. The theory is nice but the practical friction seems real.

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